PRACTICE
Five disciplines. Classified depth. One firm.
Our practice is structured around the legal disciplines that defense-industrial transactions require — including the export controls, licensing, and dual-use classifications that most firms refer out. All handled in-house.
SECTORS AND PRACTICES
How to read the firm.
The firm is organized along two axes. Sectors describe the industries in which we advise — where the client operates, what the client produces, which regulatory environment the client inhabits. Practices describe the legal disciplines we deliver — the technical work that closes the transaction.
Every mandate combines both. A defense-industrial production program is a sector engagement; the ITAR, licensing, and regulatory work within it is practice. A dual-use technology transfer is a sector engagement; the export-control, classification, and MLA work within it is practice. We staff every mandate with partners from both sides simultaneously.
Cross-Border Investment Structuring
“The structure is the strategy. Poorly structured capital does not deploy — it leaks.”
LED FROM WARSAW
We structure the capital that flows into defense-industrial sectors, dual-use technology, and controlled manufacturing. Holding architectures that navigate CFIUS, FDI screening, and European national-security review. Investment vehicles engineered for export-control compliance from the first dollar.
Core work
- Fund StructuresClosed- and open-ended vehicle design for industrial sector exposure.
- Holding ArchitecturesCyprus, Netherlands, Luxembourg, Poland structuring with UA target exposure.
- BIT Pathway AnalysisBilateral investment treaty selection and investor-state protection.
- Co-Investor ArrangementsTerm sheets, rights frameworks, and minority-investor protection structures.
- Mezzanine and Hybrid CapitalConvertible instruments, PIK structures, and preferred equity in industrial targets.
- FDI ScreeningEU Regulation 2019/452, national implementations, CFIUS where applicable.
- Beneficial Ownership TransparencyInstitutional-grade ownership frameworks for banking and DFI partners.
- Cross-Border TaxWithholding, treaty optimization, OECD Pillar Two considerations.
Representative engagements
2026 · USA/POLAND — Investment structure for a U.S. co-investor taking a minority position in a Polish defense-industrial manufacturer, with CFIUS and Polish FDI screening coordination.
2026 · UKRAINE/USA — Holding architecture for a U.S. investor in Ukrainian dual-use manufacturing, structured for USURIF-aligned co-investment.
2025 · FRANCE/NETHERLANDS — European holding restructuring for a defense-electronics investor following ITAR registration of the portfolio target.
Regulatory & Export Controls
“Export controls are not an afterthought. They are the architecture of the deal.”
LED FROM ATLANTA
The export-control and regulatory work at the core of defense-industrial transactions. ITAR, EAR, MLA and TAA negotiation, DSP licensing, dual-use classification, EU Regulation 2021/821, Polish and German national implementation, Ukrainian SSEC licensing — all handled by partners with operational industrial experience, not generalist referral.
Core work
- ITAR Licensing & ClassificationDSP-5, DSP-73, DSP-85, CJ requests. U.S. Munitions List classification.
- EAR ClassificationCommerce Control List classification, BIS license applications, license exception qualification.
- EU Dual-Use (Reg. 2021/821)Classification, Union General Export Authorisations, national implementation.
- MLA and TAA StructuringNegotiation, royalty frameworks, audit rights, technology-transfer controls.
- Sanctions ComplianceEU, UK, OFAC screening; Russia, Belarus, Iran, DPRK regimes; counterparty analysis.
- FDI ScreeningEU Regulation 2019/452, national implementations, CFIUS coordination.
- End-Use Monitoring ProgramsDesign and implementation of DDTC-compliant EUM for defense production.
- Polish & German National ControlsKEXK/AWG implementation, offset-program coordination, national licensing.
Representative engagements
2026 · USA/POLAND — ITAR classification review and MLA negotiation for a U.S. small-arms manufacturer entering Polish production partnership.
2026 · USA/UKRAINE — DSP-5 license design and SSEC coordination for a U.S. defense-component supplier to Ukrainian production.
2025 · GERMANY/USA — EAR classification restructuring for a German sensor manufacturer following acquisition by a U.S. prime.
M&A and Greenfield Establishment
“Some transactions move assets. Others build them.”
LED FROM KYIV
Defense-industrial M&A and the greenfield establishment of defense manufacturing capacity in Ukraine and post-conflict jurisdictions. Paul Jannuzzo’s operational experience building defense manufacturing in Iraq underpins this practice — the work is not theoretical.
Core work
- Industrial M&AShare and asset acquisitions across specialty chemicals, coatings, precision engineering.
- Joint Venture StructuringCross-border JV formation for industrial production and technology transfer.
- Greenfield EstablishmentFacility siting, permitting, regulatory approvals, construction contracts, operational launch.
- Due DiligenceEnvironmental, regulatory, labor, IP, and operational DD led by sector-familiar teams.
- Labor & Workforce TransitionWorks council engagement, collective bargaining interfaces, skilled-labor acquisition.
- Industrial Real EstateSite acquisition, permitting, environmental compliance, construction contracting.
- Post-Closing IntegrationRegulatory harmonization, operational restructuring, supply-chain realignment.
Representative engagements
2026 · UKRAINE/USA — Greenfield establishment of a Western-partnered small-arms ammunition facility in Central Ukraine, including SSEC licensing, ITAR compliance, and production-phase structuring.
2026 · POLAND/USA — Acquisition structuring for a Polish defense-metals manufacturer entering U.S. prime-contractor partnership, with DDTC registration and offset qualification.
2025 · UKRAINE/EU — Joint venture architecture between a Ukrainian component manufacturer and a European prime for NATO-aligned munitions production.
Infrastructure & Project Finance
“Infrastructure finance is the legal work of reconciling sovereign risk with private capital.”
LED FROM KYIV
Infrastructure supporting defense-industrial capacity — the power, logistics, and facility infrastructure that defense programs depend on. Sovereign-risk structuring for infrastructure on which defense production cannot fail.
Core work
- PPP StructuringConcession agreements, availability-payment structures, risk allocation frameworks.
- DFI Co-FinancingEBRD, IFC, EIB, and U.S. DFC coordination; MIGA and other political-risk guarantees.
- Energy Project FinancePPAs, grid connection, offtake structures, renewable and conventional generation.
- Reconstruction FinanceUSURIF coordination, EU reconstruction-mechanism integration, bilateral facility design.
- Sovereign Risk AllocationStabilization clauses, change-in-law protection, arbitration seat selection.
- Concession AgreementsHighway, port, airport, and utility concession structuring and renegotiation.
- Political Risk InsuranceMIGA, EXIM, SACE, Hermes, and commercial PRI architecture.
Representative engagements
2026 · POLAND/USA — Facility-grade power infrastructure financing for a U.S.-partnered Polish defense-manufacturing complex, with secured supply and classified-site infrastructure coordination.
2026 · UKRAINE — Reconstruction-phase logistics infrastructure for a Western-backed defense-industrial corridor.
2025 · ROMANIA — Port infrastructure concession supporting NATO-aligned logistics flows, with PPP and sovereign-risk architecture.
Critical Materials & Resource Transactions
“The materials are the strategic asset. The transaction is the instrument.”
LED FROM KYIV
Critical materials transactions at the intersection of defense production and supply-chain security. Compound semiconductor materials, energetic materials, rare earths, and specialty chemicals — with the ITAR, EAR, and EU dual-use architecture that governs them.
Core work
- Mining LicensingUkrainian subsoil licensing, Polish and EU mining permit frameworks.
- Offtake AgreementsLong-term offtake structuring, price mechanisms, delivery and quality terms.
- Processing Joint VenturesProcessing-facility JV formation with offtake-linked investment structures.
- EU CRMA ComplianceStrategic Project designation, Union List coordination, reporting frameworks.
- Export Control for MaterialsEAR Part 744, EU 2021/821 Annex I classification, sanctions overlays.
- Environmental & PermittingEIA coordination, permit sequencing, post-closing compliance.
- Counterparty ScreeningBeneficial ownership, sanctions, and security screening of trading counterparties.
Representative engagements
2026 · UKRAINE/USA — Energetic-materials processing facility structuring, with ITAR classification review and DDTC licensing.
2026 · UKRAINE/EU — Compound-semiconductor materials offtake arrangement with EU dual-use classification and allied-supply-chain architecture.
2025 · EU/SOUTH KOREA — Critical-materials trading counterparty structure following OFAC and EU sanctions-regime changes affecting supply-chain architecture.
INTEGRATED DELIVERY
Five practices. Three jurisdictions. One team.
Our practices are not silos. A defense-industrial greenfield mandate is simultaneously a greenfield establishment, an export-control matter, a financing transaction, and a supply-chain structuring question. We staff integrated teams, not sequential referrals. The client has one relationship partner and one commercial framework.
Single engagement letter. A mandate crossing four practices is one engagement with one fee structure — not four separate engagements to be reconciled afterwards.
Single relationship partner. Whatever the practice mix, one partner is accountable to the client from pitch to closing. The client calls one person, not five.
Parallel workstreams. Regulatory, licensing, structuring, and operational work run in parallel where the substance allows. Defense-program timelines demand it.
THE TEAM
Three partners. Three practice leads. Three meridians.
Paul F. Jannuzzo leads our U.S. practice from Atlanta, bringing fifteen years as General Counsel at Glock, Inc. and operational experience in defense-industrial greenfield establishment. Nikoletta Bielut leads our European practice from Rzeszów, with corporate and commercial depth across Polish, English, and EU regulatory environments. Maksym [Surname] leads our Ukrainian practice from Kyiv, with bar admission to the NAAU and operational familiarity with Ukrainian industrial and infrastructure transactions.